Annual General Meeting of Rótin

12 May 2026

Bylaws of Rótin

Chapter I – Name and Objectives

Art. 1

The association is called Rótin, félagasamtök. Its registered office and legal venue are in Reykjavík. The English name of the association is The Root NGO.

Rótin is an independent non-profit association. Any surplus that may arise from the association’s activities shall be reinvested in the operation of the association.

Art. 2

The objectives of Rótin are:

1. To advocate on behalf of women and non-binary people who have histories of trauma and/or problematic substance use, and to promote their human rights and welfare.
2. To advocate for professional policymaking guided by harm reduction, human rights, and trauma- and gender-informed services.
3. To promote research and work to gather knowledge, information and analysis of existing data on these issues for the benefit of women and non-binary people.
4. To strengthen cooperation between institutions, organisations and other professionals, and to organise lectures, conferences and courses, alone or in cooperation with others.
5. To operate Konukot, an emergency shelter for homeless women in Reykjavík, pursuant to a service agreement with the City of Reykjavík.

Art. 3

The association is open to all women and non-binary people who support the objectives of the association.

Art. 4

Contributions to the association are voluntary. Support and grants may be provided to the association in forms other than money, in which case this shall be stated specifically. The association is permitted, but not obliged, to accept financial contributions, gifts, grants or support that are subject to conditions.

A decision on acceptance under this provision shall be made by the Executive Director of the association. The Executive Director may also decide, on her own initiative, to refer a decision on acceptance in individual cases to the Council of the association.

Associations that support the objectives of the association may become supporting members. Representatives of supporting members have the right to speak and submit proposals at members’ meetings and at the annual general meeting, but do not have separate voting rights.

Chapter II – Annual General Meeting and Rótin’s Council

Art. 5

The annual general meeting is the supreme authority of the association and shall be held every spring. It shall be announced on Rótin’s website with at least two weeks’ notice and by e-mail invitation to members. The meeting notice shall state where and when the meeting will be held, the agenda of the meeting and members’ rights to participate. All members who have been registered as members for at least one month have the right to vote, speak and submit proposals at the annual general meeting. The annual general meeting is considered lawfully convened if the meeting notice fulfils the above conditions.

Art. 6

The agenda of the annual general meeting is:

1. Opening of the meeting.

2. Election of the chair and secretary of the meeting.

3. Report of the Council for the past operational year.

4. The association’s accounts are presented for discussion and put to a vote.

5. Amendments to the bylaws.

6. Election of principal and alternate members to the Council.

7. Election of account reviewers.

8. Decision on membership fees.

9. The Council’s proposal for rules of procedure and a work plan for the next operational year.

10. Other business.

Minutes shall be kept of the proceedings of the annual general meeting, and all recorded statements, resolutions, decisions and conclusions of the annual general meeting shall be recorded separately.

Art. 7

No later than two months before the annual general meeting, Rótin’s Council shall appoint two persons from the Council of the association to a Nomination Committee, which shall ensure candidacies for Rótin’s Council and receive notices of candidacy. Rótin’s Council shall establish rules of procedure for the Nomination Committee, and these shall be reviewed annually.

The deadline for candidacies to the Council expires three days before the annual general meeting. Candidacies shall be submitted in writing to the Nomination Committee. All candidacies received shall be announced on Rótin’s website at the close of the candidacy period.

Art. 8

At the annual general meeting, five members shall be elected to a Council that holds the decision-making authority of the association between annual general meetings. Two alternate members shall also be elected to the Council of the association. Rótin’s Council operates in accordance with rules of procedure and a work plan, which shall be reviewed annually at the annual general meeting.

The Council has the authority to adopt resolutions in the name of the association, provided that the resolution is in accordance with its fundamental objectives. The Council of the association is authorised to appoint groups to work in the name of the association.

Rótin’s Council shall hold its first meeting within two weeks of the annual general meeting. At that meeting, the Council shall allocate responsibilities among its members, except for those matters decided by the annual general meeting. The Council shall appoint from among its members a chair, vice-chair, secretary, treasurer and one member-at-large. Council members shall familiarise themselves with the association’s bylaws and act in accordance with them.

The Council of the association grants procuration authority on behalf of the association. The chair convenes Council meetings, prepares them and chairs them. The vice-chair assumes the chair’s duties in the chair’s absence. The secretary keeps the minute book of the Council. The treasurer is kept informed of the association’s financial position by the Executive Director or the chair, provides financial oversight, reviews the annual accounts at the annual general meeting and answers questions about the accounts and financial affairs of the association. Rótin’s Council determines the role of the member-at-large.

The Council shall meet at least six times per year. Alternate members have the right to attend Council meetings with the right to speak and submit proposals, but have voting rights only in the absence of a principal member. The meeting has a quorum if a majority of the Council is present. At Council meetings, a simple majority of votes prevails if a vote is taken on an issue.

The chair and the Executive Director are responsible for the membership register, which shall be confidential. The Council holds the mandate of the association and its decision-making authority between annual general meetings. If a member of the Council resigns during the term of office, the Council shall appoint a new Council member from the membership register. If the chair leaves the Council during the term of office, the vice-chair shall assume the chair’s position. If the vice-chair, treasurer or secretary leaves the Council, the Council shall appoint one of its members to the position until the next annual general meeting.

Art. 9

The financial year of the association is from 1 January to 31 December. At the annual general meeting, two account reviewers and one alternate shall be elected.

The Council of the association submits a proposal for membership fees at the annual general meeting of the association.

Art. 10

Proposals for amendments to the bylaws shall be submitted to the Council at least five days before the annual general meeting. These bylaws may only be amended at the annual general meeting of the association. Amendments to the bylaws are considered approved if two-thirds of the members attending the annual general meeting approve the amendments.

Chapter III – Conflicts of Interest

Art. 11

If conflicts of interest arise that impede members of Rótin’s Council in their duties, a majority of the Council may temporarily refer a task to another person within Rótin. Rótin’s Council assesses in each case what constitutes a conflict of interest, and guidance shall be further set out in Rótin’s rules of procedure.

Chapter IV – Executive Director of Rótin

Art. 12

Rótin’s Council hires the Executive Director, determines the Executive Director’s terms of employment, and may grant the Executive Director procuration authority on behalf of Rótin.

The Executive Director is accountable to Rótin’s Council and implements the policy and decisions of the Council. The Executive Director manages the day-to-day operations of the association and represents it.

The Executive Director is responsible for accounting and other personnel management in consultation with Rótin’s Council. The Executive Director generally attends Council meetings with the right to speak and submit proposals. The Executive Director shall provide Rótin’s Council, account reviewers and/or auditors with all requested information about the operation of the association.

Chapter V – Dissolution of the Association

Art. 13

Rótin may be dissolved by a decision of two-thirds of the members at an annual general meeting or a members’ meeting. If the required number of members is not reached at the annual general meeting or members’ meeting, a continuation meeting may be held; at that meeting, two-thirds of the participants must approve the dissolution for the association to be considered dissolved.

Art. 14

Upon dissolution of the association, any assets shall be allocated to research that contributes to improving the situation of women with problematic substance use. A fund shall be established in collaboration with the University of Iceland to allocate the funds or to oversee research on social factors relating to problematic substance use among women and non-binary people.

Adopted on 12 May 2026

Rótin, félagasamtök